With Great Power...

AN: Hello all Legend of Korra and Web head fans! This isn't my first LoK fanfic but it's my first time adding Spiderman in any way to any of my stories.

First off, I am a huge fan of the web head, I've played every video game (no matter how bad), know his history back and forth, and seen almost all the movies. Now I could say a bunch of other things that show I'm a fan of the web head but I've been really wanting to put this to paper (metaphorically speaking) for the last few days now.

Let's get this started!

The sun above Republic City shined brightly on the August morning. In the residential apartments of the city was the home of the most unlikeliest of heroes. "Crap! Mom have you seen my History book?"

Inside the top floor apartment window was the room of the most unlikely heroes, Jason O-rou, occupant of the Dragon Flats Borough, high school student who may have a good future. That is if he can get a his school supplied together before class starts...and get his shirt on over his head.

Jason O-rou had light brown hair, and blue eyes that usually hid behind a pair of doctor prescribed glasses, and fairly paled skin from his hours of studying. Jason wasn't the strongest boy growing up so he found himself reading more than playing on the playground.

"I got it here hon." His mother, Ava O-rou, a single mother and bread winner if the small household. She had black hairy used up into a ponytail that went down and around her neck.

The apartment consisted of two separate bedrooms that housed the occupants. Jason's bedroom was somewhere between well kept and messy, the desk facing the window out to the fire escape held many books, mostly on math and science.

But back to the matter at hand, Jason pulled the tan longs sleeve down over his head and put on his plain black pants and grabbed his backpack before hurrying into the living/kitchen/dining room.

Sitting down at the table his mother smiled at her son's readiness for school. Most of Republic City's youth were either already working, on the streets, in gangs, or in school like her son. "Here you go hon." Ava said as she set the burnt toast down on the table while she went to grab her son's schoolbook.

Jason meanwhile held the bread my his fingers, "How's that idea of a new toaster coming along?" he asked with a bit of hope in his voice. Burned bread isn't toxic or anything to him, but still, toast is better.

Ava shot her son a skeptical look, "It's on the list. Why? Don't like your Mom's expert cooking?" she asked as she put the book into her son's school bag.

Jason held the good up, "It's toast mom." he said simply, Ava gave her son a pointed look, Uh-oh. That's her look. the teen thought. He took a bite out of the bread, "And you make it amazingly mom." he said with his mouth full.

Ava rolled her eyes and put his bag by his side, giving him a small smack in the arm in the process, "That's what I thought. Now hurry up, you only have ten minutes left until school starts." she said, making her son nearly choke on his food.

"W-whagt?" He asked, swallowing hard he stood up abruptly, "I can't be late, not today!" Jason said with confidence as he strode to the door and slipped his shoes on. He hopped out the door and closed it behind him.

Ava leaned on the dinner table and smiled, "Five, four, three, two and-" the door to the apartment opened to show Jason come back in.

"Forgot my bag." he said simply. His mother reached down and picked up from the spot on the floor and handed it to him. A amusing smile on her face.

"Thanks mom." Jason said as he threw the old bag over his shoulder and gave his mom a peck on the cheek, "Love you, see you when you get home!" he called out as he opened and shut the door to the apartment again for the second time today.

Jogging down the hall, Jason pivoted on his heel when he reached the saris and quickly descended from the fourth floor of the apartment building. Jumping the last few steps, Jason made a b-line for the doorway to entrance. "Not today! I don't care if the street collapses I'm getting to school today!" Jason said as he bust trough the doors and skidded across the sidewalk.

He ran forward right into his big, bulky neighbor, Zolt Shin, and fell onto the ground. "Owww." Jason muttered as he picked himself up and looked up at his unhappy neighbor, "Sorry Mr. Zolt, my bad." the teen apologized.

The man gave the teen a dirty look, "Watch where your going next time punk." he said, shoving Jason aside and nearly knocking him over again. Jason dusted himself off and carried on his way to school as his neighbor entered the apartment complex .

"I was watching were I was going but I ran into a wall." he muttered to his own amusement. Though he thought it was pretty dumb himself deep down.

Meanwhile, a unlikely pair was watching the young teen, unnoticed by anyone. "And we're here why again?" a male voice asked.

The female rolled her eyes, "I told you already. Did that little walk in another guy's head mess your memory up?" the woman asked.

The man did a double take, "What? That kid? But...he's too young for this." the man said, meeting the woman's gaze.

She gave him a skeptical look, "So where you. Look I don't want this to happen just as much as you do. But like it or not, it's happening. Only fair you get to be a part of it." she said, ending the debate before it began.

…

"Not gonna be late. Not gonna be late. Not gonna be late." Jason like a mantra as his feet hit the pavement in a rhythm. The school that he attended was the Hiroshi Sato High School. The great inventor himself grew up in the same neighborhood that Jason lived in so a nearby school was named after him.

The school wasn't anything extraordinary by any means except for the fact that Mr. Sato used his own funds to build it. The surprising part was that it was a public school of all things.

Jason ran across the street and fallowed the sidewalk into the building and opened the door into the school just as the first bell rang. "Yes! Thank you sprits."Jason said in relief as he began to make his way to his locker.

The halls were filled with teens and preteens, benders and non-benders alike, good kids and bad kids. It was the step before the real world outside of school and it was pretty accurate at representation.

As Jason input the combination to his locker he heard the sound of something slamming into a locker, And the great struggle begins. he thought to himself. Peeking over his shoulder he saw that one of the younger students made the mistake of getting in Xang's way.

Xang was the school's most athletic student. And that came with him being a ass to most of the students who attended the school and got in his way. The fact he was decent with earth ending made him more imposing. Jason made a point to avoid him since he once heard a rumor that he dropped a brick of earth on a guy's toe for no reason.

Though it's just a rumor so it's kinda hearsay. Xang had a athletic build, he was planning to go into pro-bending one day and the way things were going he was on his way. But his personality was...jockish. He also had a long wet looking hair that resembled hat hair.

"What did you say you little street rat?" Xang asked the boy he held up to his locker. The guy was about 17 or 16 but he was a pipsqueak compared to Xang.

"I-I-I said I'm not going to give you my homework." he stuttered, making Jason's eyes widen. This guy is either brave or stupid...well considering he got his homework done I'll go with brave.

Xang grinned, "Oh that's good." he said sarcastically, "Gives me a reason to practice on you then." he said raising a fist.

Usually Jason just keeps to himself and doesn't get involved with others. But looking at the guy Xang had in his grasp, he couldn't help but think if it was him in his position. He's going to bury me six feet under isn't he? Jason thought. "Don't hurt him Xang." he said without thinking.

The bulky teen turned to him and the whole hall seemed to freeze at the words that left his mouth. "What was that?" he asked, turning to me and dropping the teen he had in his grasp. Some of the students carried in with their day and walked past the scene as it began to unfold.

Others decided to sit back and watch the show. "I don't think I heard that, what exactly did you say?" he asked as he closed in on Jason, looking around nervously for a escape route.

"Ummm...don't be a bully?" he provided weakly. Getting a few chuckles from the surrounding crowd, This may sadly be the most attention I've gotten all week.

"Oh! Well sorry I offended you." Xang said right before he kneed Jason in the stomach. The air left the teens lungs as he bent down to the floor, clutching his gut in pain. Jason was a wallflower if anything, not a fighter.

"Wanna repeat that?" Xang asked as he leaned down above Jason's head mockingly. Yeah I would like a side of scrambled eggs with that. Jason thought sarcastically.

Against his better judgement, Jason spoke, "No thanks. I wanna keep a few ribs in one piece." he said snippily. Before Xang could retaliate, the bell rang. Thank you god! Jason exclaimed in his mind.

As he picked himself back up, Jason saw Xang send a sneer at him as he went to go join his friends. Getting his books up off the floor, Jason was surprised when he saw a hand holding a book out to him. Looking up, he saw the teen he saved from Xang's wraith. "Thanks." he mumbled as he handed the book to him.

Jason gave him a smirk, "No problem." he said as he stood before heading towards his class. The teen waved the other goodbye as he headed to his own class, "And now I'm late. Guess that's what I get for playing the hero." Jason muttered as he entered his classroom late.

…

As the schooldays wound to a close, Jason found himself rubbing the sore spot in his gut while he exited the school building. "Guy hits like a moose lion and is just as smart." he said to himself as he made the trek home.

Walking across the sidewalk as a sato mobile zoomed by in front of him. "Watch where your going moron!" the driver shouted. Jason let out a sigh, Well today is just getting better and better isn't it?

Walking down the street at a slow pace, Jason approached a alley where two figures awaits him. "I want to say for the record that I think this is a stupid idea." the male said.

The female let out a groan of frustration, "Well this is the only way to see if he's ready so deal with it. Now get ready." she said as the two got ready for the trail Jason was about to face.

As the teen passed by the alley, a deafening cry of a woman pierced the air, "HELP! OH SPRITS HELP!" the screams came from the darkness of the alleyway. Jason hesitated to say the least, his mother taught him to get to the pice in case of a emergency.

But this was different, this was happening, here and now. By the time the police would get here it may already be too late. But whose to say that if he does go and do something he won't get hurt?

Jason looked down the street, no one would be coming anytime soon. Ohhhhhhh damnit! Mom is going to kill me if I don't die in this alley! Jason thought as he ran down the dark alley. The screams seemed to bounce off the stone walls, making seem like the cries of help we're coming from every direction.

Jason came to a fork in the alley. Checking both ways, he heard the screams come down the right alleyway and headed down cautiously. Soon, the teen came to a abandoned store, the windows were bot added up and the name was scratched out beyond recognition. "HELP! PLEASE HELP!" the woman's voice cried out.

Jason ran towards the door and attempted to pull out the wooden boards to no avail. "Ok no choice," he backed up the wall opposite of the door, "I'll have to break it down!" he said, running at full speed towards the wooden boards.

He hit the boards hard but was more hurt than the boards, "Ow..." he said as he picked himself up. The woman's screams had ceased and it began to worry Jason, was he too late? Did he make a dumb mistake when he didn't call the police?

He pushed those thoughts out of his head and scanned the building for a alternate way into the building. The only apparent way into the building was a window missing a board.

The only problem was that the window was no where near the fire escape.

"Oh crap I should get the police." Jason said. He may have been brave, but that didn't make him a fool, from that height there was a good chance he could fall and hurt himself...or die.

Jason looked at the fire escape and let out a breath, "This is crazy. I'm insane. I am going to die." Jason said as he climbed the ladder up to the third floor window, he tried to kick the boarders window on the fire escape but to no avail. "I'm so going to die." he said as he put his foot on the ledge.

Jason put clasped his fingers on the window frame and shimmied along the ledge until the next window was in stepping distance. Getting as close to the ledge as he could, he put his foot on the next windowsill.

He lost his balance, "Oh shit!" Jason yelled as he nearly fell off the side of the building. Looking down, he felt his stomach drop to his shoes. "One more window...I better get a reward or something for this." he said as he transferred to the next window.

Jason slipped into the building feet first, "Hello? Miss are you hurt?" he called out, entering the dark room, he heard something fall over. On the far side of the room was a door, Jason cautiously approached the door and put his ear up to it.

He heard moans on the other side. Opening the door and entering, he felt like he had walked into a black abyss. There was nothing but darkness surrounding him, he turned to open the door to let more light in but it seemed to vanish in the darkness.

But he could clearly see his hands and body, like the sun was out but everything else didn't produce color, "Well took you long enough." Jason turned around and saw who was probably the damsel in distress.

She wore a pair of red boots that was brought out by the black pants, mostly hid under the red buttoned up trench coat. Her red hair seemed to be blown by a invisible breeze that Jason couldn't feel. Her gaze on him his ego d red glasses, "Um...thanks?" Jason replied, unsure of what was really going on.

The woman smiled, "Oh no thank you. You passed the test with flying colors." she explained as she waved her finger in the air.

This just made Jason more confused, "Uh...test? I'm a little...very confused here." he said, reevaluating the situation. It wasn't everyday that he finds himself in a room with no door. "Ohhh I get it. Your a earth bender that blocked out the door." Jason said in realization.

"And then you say you'll only let me out of I pay you; look my mom took me to the circus before, I know how this trick works." Jason said, getting a confused look out of the woman. It was a pretty good circus after all.

"Well if your so smart. Tell me how I can do this." she said, snapping her fingers. Jason felt the floor pulled out from under his feet and he feel to the ground. Hard.

Picking himself up, Jason rubbed the lump that was forming in his abdomen, "Jeeze! Do you usually drop people like that? Because that was uncalled for! I mean-" Jason looked up to see that the woman was gone, "Ok...color me impressed." he said as he looked around for her.

"Up here." she stated. Looking up, Jason's mouth hung open. The woman was on the ceiling with her hair pointing down, there is no plausible way that can happen, bending or not.

"I...how..you...ceiling.." he stuttered out, not believing what he was seeing.

The woman hopped down from the ceiling, "As I was saying you passed. Congrats. And sorry in advance." she said apologetically. As she spoke, a small spider climbed out if her coat pocket, unnoticed by Jason, and descended to the floor by a web line.

Jason's face showed he was still shocked but his voice was fairly calm, "What exactly did I pass?" he asked as the small spider crept across the floor, a slight glow to it.

The woman shrugged, "I guess you should know. Let's just say that after searching for the right...candidate, I thought you'd be the best." she explained. The spider crawled up the teen's shoe and the side of his pants.

Jason collected himself out of his shocked state, "Who are you?" he asked. The spider attached a web line to the teen's shirt and swung to his hand.

The woman smirked, "I'm sorry where are my manners?" she held her gloved hand out to Jason, "Madam Web, at your service." Jason was hesitant but took the hand and shook it.

"Jason O-rou." he said.

Madam Web smiled, "I know. And sorry again." she said. Before Jason could ask why, a stinging pain shot throughout his right hand. Breaking his hand away from Madam Web's grasp, he looked down on his hand and saw the cause of this sudden pain.

A small spider.

Jason began to feel nauseous, before he could do anything, he passed out into Madam Web's arms, "And there's your answer."

…

"Gah!" Jason exclaimed as he awoke. Looking around, he found himself in his room, his school bag in his chair and his shoes off his feet. "What in the Sprit World?" he muttered to himself.

Looking at the clock on his nightstand beside his bed, he saw his mother wouldn't be home for a while, Sprits that dream seemed so...so real. I mean that Madam Web, she stuck to the ceiling! That's not scientifically possible! Jason thought as got up from bed.

Jason couldn't get past it, there's not many benders in the Borough he lived in. Benders can cling to walls, but to do that they tend to make holes in the wall they want on. But Web did it like it was like walking on the floor, so either she was a amazing bender, of it was a natural gift.

As strange as you can call natural that is.

Jason shook his head if those thoughts and headed into the main room to listen to the radio. Unaware of the pair of eyes outside his window, "I'm not creepy. Am I?" Julia Carpenter, aka Madam Web asked.

The man shrugged, "You are the new creepy clairvoyant. So it kinda comes with the territory." The man said, making Julia roll her eyes, "Come on, let's leave him for today, we'll see how he reacts tomorrow.

…

"Wake up!" Ava said as she shook her son awake from under his covers. Her son replied with a groan of discomfort, it was Friday and he wanted nothing more than to sleep in. Ava smiled, "Fine, I guess I can eat your breakfast that I worked so hard on to prepare for you." she said, trying to guilt her son into getting out of bed.

Jason threw the covers off him, "I'll get dressed." he said with enthusiasm. Ava smiled as she exited her son's room, leaving her son to dress himself. Jason opened his closet and pulled out a pair of jeans, a black long sleeve, and a orange and white tee over the black shirt.

Exiting the room, Jason sat down to the table to see a bowl of cereal, orange juice, and perfectly bronzed toast. "Well...it looks pretty good." Jason tried.

Ava patted his shoulder, "Tastes better than you think. Now hurry up before your late again." she said as Jason sat down to eat.

"That was Xang's fault!" Jason exclaimed, trying to defend his lateness.

Ava gave him a pointed look, "Uh huh. Then why is it I got a call last night saying that Xang accused you of threatening him?" she asked. She knew her son wasn't like this other boy but she wanted his side of the story.

Jason munched on his cereal, "The only thing I threatened was his masculinity. Nothing else." he said plainly. Making Ava chuckle.

"That's my boy. A smart mouth who knows how to use it." she said, ruffling up his hair.

After finishing breakfast and giving his mother a kiss goodbye, Jason rushed down the hall in a attempt to redeem his lateness from yesterday. As Jason ran towards the stairs, he lost his footing at the top step and fell!

Before Jason knew what was happening, his left arm shot out onto one of the steps and stopped his body from flailing midair. He pushed himself off and landed on his feet, much to his own shock, "How...the..?" he started down the next flight of stairs slower, not wanting to test himself again.

Ok ok, that was...that was a once in a lifetime shot in the dark! Yeah, yeah that's it! Jason reason in his mind. Jason exited the building and continued on his way to school, trying to put what just occurred out of his mind.

As he continued away from his home, he saw his neighbor, Mr. Shin, talking to some ruff looking men. They had tattoos going all over their body along with a few scars and missing teeth. "So tomorrow then?" one of them asked.

Jason came to a slow walk as he listened into his neighbor's response, "If I wanna take out Jōn-Kai, it's gotta be a surprise." Zolt answered. Jason kept his head low and continued walking. His mom taught him that, 'You need to know when, and when not to get involved.' from a young age. And now seemed like one of those times not to get involved.

…

The schooldays seemed to drag on, as it does on many Fridays. Only today Jason couldn't stop thinking of what happened the dream that he had, Was it really a dream? I mean people dream up some crazy things and people don't walk on ceilings. And spiders...

Jason stopped his inner ramblings and looked down at his hand, a small insect bite. Well technically it's arachnid.

Ok...maybe it wasn't a dream. Jason thought as he laid the hand on his desk and covered it with the other. This morning when I fell...it was like instinct, like I've done it before. Obviously I haven't bit it's still strange.

Jason's mind dwelled on the events of yesterday and the morning for the rest of the day.

…

Jason practically dragged his feet as he exited the school, the majority of the the student body merely passed him by. Is this really happening? I mean this is ridicules, if I got stung by a vulture wasp I wouldn't grow wings! I'd die...probably.

As the schoolyard and surrounding area began to empty, Jason found himself walking though the street with a speeding car heading his way! The car honked it's horn loudly, knocking Jason out of his daze just in time to see the satomobile coming towards him.

Jason didn't think when he jumped our of the way, closing his eyes and wishing for the best.

The car sorbet swerved, the kid came out of no where! He slammed on the breaks and lurked forward over the wheel. Looking back in the mirror, the road was barren with no sign of a kid. The man let out a bratt of relief and pressed down on the accelerator.

Jason creeked open a eye at the sound of a car driving away. The teen let out a shaky breath and pushed himself up off the ground but froze, the ground was bricks instead of concrete. Jason looked down between his legs and his brain shut off.

He was stocking to the side of a building.

Jason started to hyperventilate, tentatively took one hand off the side of the building and stick his fingers further up the side of the building. The young teen felt a small rush go through him, he pivoted his shoes so that his toes touched wall.

He began to crawl. One hand in front of the other, one step at a time until it was like walking, "This is...this is...Spectacular!" Jason said excited when he found a rhythm and climbed the building. When he reached the tiled roof, Jason hopped up to the slanted roof and stood tall.

Looking around he felt a thrilling sensation go through his body. Cloning over the rooftop, Jason could see the entire extent of the borough he lived in. Looking over the ledge of the building and saw the spot were he jumped and where he was at on the wall.

"If I can jump that far, how far can I hop." He said as he saw how close the next building was on the way to his apartment. Taking a few steps back, he sprinted forward towards the ledge and jumped at the last second. Jason flew through the air and nearly overshot the building, at the last moment he grasped a small iron smokestack, snapping off it's base.

"Holy crap." Jason muttered as he held the iron in his hands. The iron was indented were he grasped it, and he didn't even use his full strength! "Ok, maybe I should learn how to do this crap first before I do this stuff on a regular basis." he said to himself as he began to snap the iron apart like a twig.

…

The industrial district of Republic City spanned a good chunk of the Eastern part of the city. Most of the middle class work force goes here for daily jobs, and even though most of the factories showed smoke coming from the towers that attached to them during the day, a few abandoned ones were present and yet to be refitted.

And it was the perfect place for Jason to practice his new powers.

After making sure the old factory was abandoned, Jason dropped his bag near the open gate from which he entered and got to work.

"Ok...so I can crawl on walls, have super strength...what else can I do?" the teen asked aloud. Looking up to the catwalk on the wall, Jason readied himself before crouching down and launching into the air towards the catwalk.

It wasn't as high up as when he first did this but it was still a ways up. Jason actually overshot the railing and landed feet first on it. Jason panicked for a second but was surprised when he didn't find a struggle standing upright. "Ok this is friggin sweet." he said aloud as he began to walk the railing with outstretched arms.

As he walked along he became more confident and jumped up in the air and landed back on the railing, "Add agility to the list." he said as he transferred to the wall and crawled long the wall. Jumping down to the ground floor, he went to a nearby unfinished satomobile.

The young man looked down at his hands, "I wonder..." he asked himself. The teen bent down and grasped the bumper of the rusted vehicle. He lifted the vehicle up until it was over his head, "Holy shit!" he exclaimed as he rolled the car over singlehandedly. "If that's just by lifting.." Jason made a fist and punched the roof of the car as hard as he could.

It made a fist-sized hole in the roof. "Oh man...I could crush a guys head." the teen stated in shock. "Better not go full force with the punches." he muttered. Looking up to the wires above holding the assembly line.

Leaping up, Jason grasped the wires, swinging around one a little. Jumping to the next one, he did a small backflip for a bit of flair.

…

Running along the rooftops, Jason leaped across the distance that separated the buildings with a spinning corkscrew. Landing on the next building with a roll and broke out into a sprint to the next ledge.

He leapt from the roof to the wall of the taller building next to it, scurrying across it as his apartment/home came into view. Jason had the biggest grin on his face as he sprung from the building to his apartment, "WHOAHOOO!" he yelled out as he landed on the building.

Crawling around the corner of the building, Jason approached his bedroom window and peaked in, finding no sign of his mother, he opened the window and climbed in. "Sprits I can't wait to show mom what-" he stopped himself.

Whoa whoa whoa, should I even tell her? I mean how would she even react? This isn't exactly puberty, it's not a extremely awkward talk about sex, I really don't need another one of those. Should I even tell anyone? Jason pondered as he sat down on his bed, laying his schoolbag on the foot of the bed.

God what of the city council or someone high up finds out? Oh god what if this is just the beginning! What if I grow arms and legs and eyes! Jason thought in a small panic. There was no way to tell what happened to him.

"Madam Web!" Jason exclaimed as he sprung up from the bed. I'll just go to where I found her and-

"Jason hon? You home?" Ava called out from the living room fallowed by the closing of a door. Jason let out a sigh, I can't tell her, not yet at least. he decided in his mind.

He walked over to the door and opened it, "Right here mom." he said, closing the door behind him. His mother was carrying some nice plates from the cabinet to the table when he came in, making her trip.

Jason's hand shot out and clasped his hands over the plates. He unintentionally broke them, and cut his hand in the process. Add reflexes to the list as well. he thought as he let a hiss out. "Oh shit! Stay here." Ava said as she got a rag from the sink and pressed it into her son's hand.

She searched the cupboards under the sunk and pulled out a first aid kit. "I think there's something on this rag mom." Jason joked as she got the disinfectant and bandages.

"Shut up and give me your had." she said wiry worry in her voice.

…

Julia Carpenter and her accomplice watched from the nearby rooftop, "So...there's nothing we can do to stop it from happening?" the man asked.

The psychic shook his head, "It's up to him to act. And as much as you want to stop it, it will happen." she said sadly, knowing that the teen would face his first real trial soon.

The man sighed, "This isn't even right. If we...if I can help-"

"You'll be messing things up worse than they already are." Madam Web interrupted. "I hate this more than you think. If it were

Rachel..." she shook her head, "This has to happen for the greater good. You and I both know it."

The two figures stood in silence as the teen enjoyed his last night if having a normal life.

AN: Well? What do you guys think? Let me know in the review box. I'll continue this regardless probably since I already got a whole story going on. Anyway, leave a review if you want and thank you for reading.